The Amazing Spiderman
by Marvel11611
Summary: The dawn of the Heroic Age is upon us and that age is about to be joined by a certain arachnid themed hero. Watch Peter Parker as he becomes the Amazing Spiderman. This story takes place in my Marvel Universe 11611, 2nd story in there. Rated T for later violence.
1. Origins PART 1

**Hi everybody, it's Marvel11611 here my newest story, The Amazing Spider-man. I have to apologize for not updating my other story "Captain America: Sentinel of Liberty." I just lost a bit of inspiration, but I'm working on it. Anyway, this is a re telling of Peter Parker's transformation into Spiderman. You'll see many old characters and villains and even a few other heroes. This first arc I've predicted to be about two or three chapters. This story took me ages just to start, because the Spidey origins are so important but I wanted to skip them and wasn't sure how to handle them and in the end I just went for it, so if this story seems rushed, that's why. I promise it will get better as time goes on.**

* * *

**The Amazing Spiderman**

**Issue 1: Origins PART 1-**Peter Parker is bitten by a super spider and gains amazing powers, meanwhile, sinister things are happening at OsCorp.

**Cover: **Peter Parker climbing a wall in his normal clothing.

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**New York. OsCorp**

The OsCorp science representative Dr Miles Warren continued to show off the many inventions that OsCorp had been responsible for, but his words were lost on a small teenage boy standing at the back of the tour group.

This boy's name was Peter Parker, he had brown hair and brown eyes that made him look pretty ordinary. He wore glasses and a red t-shirt with a large spider emblem on it, his jeans were normal enough and his black Vans had seen better days.

At the moment Peter was your everyday teenager, but that was all about to change.

What had him so captivated was a certain display screen showing a video of the process taken to create the OsCorp Glider Transportation Device and the screen was currently in an interview with the co-creator of the project, Richard Parker, Peter's father.

Peter had been left with his Aunt and Uncle at a young age because his parents had needed to leave on urgent business. Peter had no idea why they had left him, he only knew that three days later, a government official had shown up at doorstep of the new Parker Residence and announced the death's Mary and Richard Parker.

Peter shook the bad memories out of his mind and watched the video, noticing that the date was about a week before he lost his parents, Peter thought this was curious considering it appeared to be his last piece of work before he left.

This was about the time when Peter realized that his tour group had left him. Peter rushed towards the door to the next room but inn his haste, tripped on his shoelace and tumbled into a side room which, according to the self named "Parker Luck", was currently full of security guards. "Hi," Peter said with a weak laugh.

* * *

Peter swore under his breath as the guards voices grew louder. He backed up towards what he expected to be a wall, but turned out to be extra space. Slowly, the 17 year old turned to see what was behind and found he was once again awestruck at the sites before him.

Hundreds of spider's crawled through a restricted area, spinning webs and creating their own personal territory. But it wasn't the hundreds of spiders that made Peter speechless, it was the one massive spider in the middle.

It had an intricate white, web like pattern on its back with dark green and yellow as a sort of background. Peter wondered why a spider that size would even need camouflage, he highly doubted it was low on the food chain.

Peter decided that the spider was a secondary matter compared to the doors behind him opening despite his clever pass code block. Peter walked across the room, careful not make large movements that could alarm the spiders.

After many slow and tension building movements, Peter made it to the door on the other side of the room and slowly opened it, although at this point it was really just because Peter was enjoying tension building, he had a 99.9% chance of escaping the room.

The door opened enough for Peter to slip through and he regained view of his tour group. Quietly thanking whatever God would listen, Peter walked off to his class.

* * *

The guards burst through the door and fanned out over the small room, but each knew it was futile as they would've already found the boy if he was in there.

The leader, a scientist named Dr. Nels Van Adder, called off the men as he realized that something was horribly wrong.

"Nobody move!" He called out abruptly, "The OzSpider is missing."

**New York. Subway Train**

Peter lay down on the train seat. He was so hot at the moment he worried he would combust. Fortunately, the bench was enough for Peter to fall asleep on. Despite having done no physical exercise save for escaping the guards Peter was completely worn out.

His sleep did not give Peter a reprieve from his ailment.

**Dreamscape**

Peter was running. He didn't where to and he didn't know what from but knew that he was running and that he had to. The area was dark and he felt enclosed, but there seemed to be no end to this room.

"You cannot escape!" A deep and menacing voice behind him said.

Peter continued to run, a sense of dread setting in. "There is no running from destiny," it informed Peter, "Your destiny is great, little spider, but you must accept it," Peter was beginning to tire, "You must accept both sides, not man, but spider, not one, but The Other."

Peter collapsed on the ground but instead of surrendering, he crouched down into an attacking stance and waited for his opponent to attack. The shadow swooped down at him and Peter dodged backwards. Then he raised his hands and folded his fingers into an unknown position and shot a sticky web-like substance at his opponent, who became entangled in the webs.

"I see," The shadow said, "You are strong young arachnid, but my offer remains, you must embrace me!"

**Forest Hills. Parker Residence**

Peter collapsed through the door of his house, sweat pouring off of him. His Aunt rushed over to his staggering form.

"Oh, Peter, what happened?" Aunt May gasped, leading Peter over to the dining table.

"Spider…bite…dream…weird," he mumbled, although he wasn't sure if that was the truth, Peter's memory felt kind of hazy after the spider bit him. He thought back to the moment.

_Peter walked out of OsCorp with a grin on his face, all in all it had been a good day, he and learnt lots, escaped the guards and found out a little about his dad's work. Peter had known his dad worked for OsCorp but he hadn't known how much authority he had. Peter would definitely have to ask his Aunt and Uncle about that. Peter continued onwards towards the train station, whistling tune out loud. He felt something on his arm but regarded it as the wind on his sleeve, failing to notice the large spider he had marveled at just an hour earlier. Peter stopped at an intersection and scratched his head, dislodging the spider from his arm to his neck. The now startled and angry spider took a few steps before biting Peter. "AAHH!" Cried Peter in pain, quickly swiping at whatever had just caused the pain on his neck. Peter watched as the spider fell on the ground and scuttled off to wherever it is that spiders went when they weren't scaring people. Peter immediately felt the effects of the poison in his blood stream as every move felt sluggish and his head felt heavy, he also heard a ringing in his and decided, in a way that only apparent death could tell you, that his brain had been compromised. Suddenly a honking noise mad Peter realize exactly where he was standing, in the middle of the road. The ringing in his head intensified and Peter passed out, or at least he thought he must have because what happened next could only come from a dream, Peter jumped over the car and 20 feet in the air later he landed on a wall. Shocked, Peter clung to the wall for dear life. That was when it hit him, Peter had just clung to flat vertical wall for dear life. Peter jumped backwards off the wall. He closed his eyes and waited for the great pain, but the "dream" ended there because Peter only remembered waking up and jumping out of a dumpster and stumbling away to the subway station._

"Peter, Peter," Peter heard Aunt May's voice and focused on it, "Oh thank God, I thought you were falling into a coma, dear, let me go get you some water." Aunt May once again regained her confidence and began being Peter's mother again.

Peter just sat at the table and blinked, "Weird. Definitely weird!" he muttered to himself.

**The Next Morning Forest Hills. Parker Residence**

Peter got out of bed wearily and went straight to the bathroom down the hall. His Aunt and Uncle heard him stomping and wandered out of their bedroom. They both gasped at the sight before them.

"Oh my! How odd," gasped Aunt May.

Uncle Ben nodded his head in agreement, "Yeah, since when does Peter get up before 10 on a Sunday?" Ben asked.

May hit him over the back of the head, "No, he's not his wearing his glasses Ben," She corrected.

"That too." He added.

Peter turned the tap on in the shower, no water emerged. He looked at the tap and noticed it was gone, then he looked at his hand, the tap was in his hand, the metal squashed in his hand. Peter shook his head, then tried the other tap, this time applying half as much pressure.

The tap turned, but the shower head only dribbled out water, so Peter shook it. The shower head fell off, relieving the water of a pressure build-up so it flew out of the wall, thoroughly soaking Peter with icy cold water. He allowed himself to get drenched for a moment while he pondered his current predicament.

"If this is my new body," Peter thought, "Flash will have to find a new punching bag."

**New York. OsCorp**

"What do you mean the OzSpider is gone?" Norman Osborn said in an eerily quiet voice.

Nels Van Adder quaked at this, he had worked with Norman long enough to know that when he was quite, he was thinking, and when he thought instead of yelled, Norman was at his scariest.

"We were chasing a boy through the tower and he stumbled into the spider's room. When we went in, the spider was gone." Nels explained.

Norman ran a hand through his short red hair and sighed in frustration, "So then get the security tapes." Norman said, motioning to the door.

Nels stared at him, it was such a simple idea yet it was not an easy way out, "Sir, even if we do get a visual on this kid, we may have no idea who he is."

Norman sighed once again, he was losing patience with Van Adder very quickly, "Nels, do you remember what we installed in our last security camera update?" Osborn asked, Nels gulped as he remembered and cursed himself for not thinking properly, Osborn continued, "So run the facial recognition scan on the cameras AND GET ME THAT BOY'S DETAILS!" Norman finished, yelling the last part.

Nels nodded swiiftly and left faster, wanting to get the results of the test back quickly so he could make up for his previous error.

* * *

Nels returned to the CEO's office out of breath, having run as fast as possible to return.

Norman's back stayed turned to Nels, but he spoke first, "I take you got answers." Norman guessed, his voice still carrying some venom from earlier.

Nels rolled his eyes at his boss's anger and threw the papers down, "The boy's name is Peter Parker. A local student at Midtown High, he lives in Forest Hills with his Aunt and Unc…" Nels Van Adder was cut off by Norman who raised a hand and turned around.

"Show me a picture," he said, Nels handed him a photo, "I know this boy," Norman informed Nels, "I want someone tailing him asap. I do not want a lawsuit because this boy may have been bitten by the OzSpider. Also, follow my son as well, Harry and Peter are close friends," Norman said.

Nels nodded, "Why do we need to follow his friends?"

"Because I get the feeling that life for anyone close to Peter Parker is about to get complicated."

**Forest Hills. Parker Residence**

Now that he had woken up, Peter felt much better, better than he had in a long time actually.

Peter remembered the spider, "What is happening to me, first I'm really sick and now I feel like Super-Peter. I definitely need to do some research." He thought.

Aunt May walked out of the kitchen and stood opposite to Peter, "How are you feeling today Peter?" She asked him, her face wrinkled in worry.

Peter smiled up at her, she really was the best aunt, she would do anything for him. "I'm feeling much better Aunt May." He replied.

Peter then felt a hand on each of his shoulders and looked up to see Uncle Ben standing behind him. Uncle Ben smiled down, "You look better to, I thought you might have bleached your skin like that Joker villain from the comics you were so white." Uncle Ben joked.

Peter chuckled, him and Uncle Ben loved comics, Uncle Ben had always taken Peter to his favourite comic stand and it had become a monthly tradition, one of the many traditions the pair had but unlike the others, Aunt May actually enjoyed this one.

Ben then grabbed Peter up, "C'mon Pete, let's have some fun outside. The sun is shining and the birds are chirping, it's about time we practiced your ball skills." Uncle Ben said, trying to encourage Peter out to the front yard.

"Sure thing Uncle Ben." Peter agreed, and ran off upstairs to go grab some shoes.

* * *

Peter chucked the baseball back to Uncle Ben, careful not use too much of his newfound strength. Ben caught the ball and threw it back, Peter caught it with ease and repeated the action, still holding back. Ben frowned, "I don't think you're giving this your all, Peter," he stated.

Peter shrugged, "I don't want to break another window."

"C'mon, give me all you got," Ben encouraged Peter, "I'll even go to the end of the street." He said, walking off and under arming the ball to Peter.

Peter caught it tossed it from hand to hand, carefully thinking the throw over. "AND REMEMBER, NO HOLDINGBACK!" Ben yelled from the other end of the street.

Peter cocked his right arm back and took a couple of steps for a run up before launching the ball forward, but even as it left his hand Peter could tell there was no way that Uncle Ben could make that catch, it was going much too high.

The ball sailed over Ben and went at least another block, landing out of sight. Peter stared at the house that he had just thrown the ball over and then at his uncle who stared back at him with his jaw hanging down from his mouth.

Peter could only think of one word to describe that throw, "Woah."

**New York. OsCorp**

Nels Van Adder was a very busy man at the moment. He could not tail Peter Parker or Harry Osborn at the moment. His stress levels were through the roof, his face had visibly aged and the only sign that he was still in his 30's was the fact that his hair had not turned grey, but he was sure it would in the next three or so hours.

He thought back to what Norman Osborn had said to him at the end of their last conversation, _"Begin human trials with the OzGenes, I want to know what may become of the Parker situation."_

Nels ran down to the lower laboratories. And opened up file after file, but none of the candidates were ready, all were either injured and/or sick and were waiting for the medicinal experiments.

"Where am I going to find healthy test subjects at such short notice?" He wondered.

**New York. Alley**

Peter faced the brick wall and sucked in air. What he was about to do was crazy right? _"No,"_ he reminded himself, _"Throwing a baseball almost 350 yards is crazy."_ He thought.

Peter then put his hand up to the wall and left it there for a second, upon trying to pull it back he found it was stuck. _"Yay me."_ Peter thought.

Then he tried the next hand, same result. Peter slipped of his socks and shoes and put his feet on the wall so he was cling to it on all fours. Peter smiled and began to climb.

Peter got about halfway up the wall before yet another insane idea formed in his head. Peter slowly lifted his hands off the wall so he was attached only by his feet. Testing his stickiness and finding it was satisfactory, Peter Parker began to walk up the wall, then he ran up the wall.

Making it to the rooftop, Peter let out a big whoop, scaring the pigeons currently residing on the ledge, _"That proves it, I'm now super strong and have adhesive hands and feet,"_ Peter thought to himself, "I wonder what else I can do?" He pondered, this time aloud.

That's when Peter remembered his strange dream on the train where he had shot out webs from his wrist. Remembering the hand and finger position, Peter mimicked the movement. Nothing happened. A few more tries proved that he could not produce webs.

_"Can't win 'em all, I guess."_ Peter he moved on from this thought quickly when a new one struck him. Taking a few steps back, Peter looked at the next roof along and so on so forth until he saw no more, they were all evenly spaced and if he missed it gave him a chance to practice using his self dubbed "Stick 'em Powers."

Peter smiled and ran forward before leaping of the roof and landing on the next one. He rolled and keeping momentum got up again and ran forwards. Jumping again, Peter let out joyous cry and whooped, this was by far the most exhilarating activity he had ever partaken in.

Peter kept running and jumping, building after building. Nothing stood in his way and nothing wanted to ruin the moment. But something did, Peter heard the ringing in the back of his head and felt a tingling sensation. Peter looked around, his instincts telling him something dangerous was approaching. That was when he saw the clothesline. Peter had too much momentum too slow down in such a small space, so he did what his instincts told him, Peter jumped.

The line approached and would've taken off Peter's head, but his body twisted and contorted around the line so he missed the object by a long shot. Peter landed on the other side of the roof and stopped himself, perching on the ledge with all fours.

"Wicked."

**New York. OsCorp**

Nels banged the table in frustration. His searches had turned up with zero candidates for him use. His efforts were for nothing. Nels knew that if Norman found out, he would no longer have a job at OsCorp.

Nels turned quickly at the sound of footsteps behind him.

Norman Osborn walked over to him, "Nels, I see you have done nothing in the last two hours." Norman accused him.

Nels began to sweat, he did not like disappointing a man like Norman Osborn. "We don't have any volunteers that can give us accurate results." Nels explained.

Norman walked over to the serum cabinet and looked at the various vials, "That is…disappointing, Nels." He muttered.

Nels Van Adder returned to his work bench, "I can start the search again Sir." Nels informed Osborn, but the multi-billionaire was no-longer listening, instead he was walking over to Nels with a sinister grin on his face.

"Now why would we do that," Norman began, pulling out a vial filled with red liquid. He then proceeded to grab Nels and inject the liquid into his neck, "When we have a perfectly good candidate in our very lab." He finished.

Nels collapsed to the ground, clawing at his face. He felt like he was on fire. He rolled around on the floor, screaming in pain and clutching at whatever body part hurt most.

Norman watched him as he begun to change. Nels' muscles grew, his nails grew into talons and teeth sharpened to the point where they became fangs. His veins turned from their usual blue and purple to bright red, creating a pulsing light effect.

* * *

Nels began to slow down his struggling as the pain subsided. Shakily, he stood up. He was easily half a foot taller and his eyes were now black with red pupils.

Nels surveyed the room and saw a grinning Norman Osborn, he began to advance, "You!" He said, his voice now deep and raspy.

Norman stood his ground, unfazed, and pulled out another vial, "The antidote," he said, "Dr Van Adder, if you ever want to live a normal life again…You will do exactly as I say."

To be continued...

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**So, that's chapter 1, finished. This took me ages just because I needed to psych myself up. So I just got it done, If this chapter seems rushed and un-detailed, that's why, I'll get better as the story goes on.**

**For those of you who didn't already guess, the first villain will be Proto-Goblin, but, he will not be the only in this first arc, I want to give Peter a real reason that this city needs him, so this will be a huge battle.**

**Anyway, See you next time.**

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...In

**ISSUE 2: Origins PART 2**

Peter Parker explores his powers And what are Norman Osborn's plans for Dr. Van Adder, now the monstrous Proto-Goblin!


	2. Origins PART 2

**Hey guys, chapter 2 here of the Amazing Spiderman. I forgot to mention last time, but a few arcs will be part of a saga, this one being called The Legend Begins.** **This particular arc, Origins, money has one part left before we leap into the first super-powered battles.**

**Anyway, I once again apologize for errors and bad writing. I've always had trouble with origin stories.**

**You may now begin reading the longest chapter I've ever written.**

**The Legend Begins Saga**

**Origins PART 2: **Peter's story continues as sinister forces set in on the city.

**Cover: **Spider-man knocking out a wrestler while the crowd cheers him on.

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**New York. OsCorp**

Nels Van Adder breathed in and out heavily, his organs having a hard time adjusting to his new physical form.

Norman stood watching him, vial still above his head. "You are magnificent," Norman remarked, "You are truly something else."

Nels started to walk forwards again, his now long and matted blonde hair swaying in his eyes, but he could still see Norman loosen his grip on the vial. "Uh uh uh, take another step towards me and the cure is lost forever." He threatened.

Van Adder snarled at him, "You are a monster." He wheezed.

Norman smiled up at him, "You are the only monster here and unless you help me, I will not help you." Norman explained.

Nels continued to stare and snarl at Norman Osborn, before resigning and lowering his head in defeat. Norman smirked, knowing he had won, "Very good Dr. Van Adder. Let's begin."

**New York. Midtown High **

Monday rolled around just like any other week but unlike any other week, school started and the fun ended, work began. For people like Peter this was ok because he was extremely smart and this made school easy, but it also made him an easy target for jocks like Flash Thompson and other popular kids.

Peter wasn't sure what it was about Flash Thompson, Peter's opinion was Flash looked a rhino with blonde hair, but something made all the girls go wild. Flash had convinced Liz Allen and Sally Avril that they should forget all their other friendship groups and join Flash's and Peter was 99.9% sure a basketball to the head was the reason why Flash acted like he did.

Still Peter had to give credit to the guy for playing the game, he had risen through the school ranks, something which Peter had never been able to do.

Peter didn't really have a group, but he wasn't alone, He had friends like Harry Osborn and Rand Robertson, who was part of 'In Crowd' but he definitely didn't share their sense of humor as he always tried to create bridges between groups, so Peter didn't feel as if he was a loner, but he just wanted everybody to get along rather than pelting him water balloons or used gym socks or…

SPLAT!

Peter felt something small hit his back and then a liquid cover his whole shirt.

Feeling the area, he discovered red paint all over his shirt. "Really, paintballs?" Peter sighed to himself before turning around.

He saw Flash looking away in a suspicious manner. Peter just mumbled some words that sounded like gorilla and air for brains before walking off towards the locker section of the school.

SPLAT! SPLAT! SPLAT!

Three more paintballs slammed into him, turning the back of his shirt into rainbow sludge. This would be about the time where Peter was overwhelmed by pain, but with his new powers he didn't feel anything and was just bored with this behavior.

Peter shrugged and continued walking to his lockers, leaving the whole school speechless at what had just happened. _"Did Peter Parker just disregard Flash Thompson?"_ They all wondered.

**New York. ESU Labs**

Dr Curtis Connors walked through the rows of lab equipment, surveying his work. Decades of research going into 100 test tubes, each containing a form of his serum, slightly adapted from the OsCorp Cross Species Serum's to fit his own liking.

Curt looked down at his arm, or what used to be his arm as the original had been amputated many years ago, soon his suffering would be over, everyone's suffering would be over. Curt's lizard serum would change the world.

kssh.

Kurt thought he heard a compressed leaving through a steel door, but he corrected himself, "We have no doors like tha…" Curt suddenly remembered the one door that could make that noise, "Oh no!" Curt ran off to the radiation department.

Van Adder's mind was slipping. He felt when he worked, when he rested, even when he was sleeping.

He was losing his last shreds of humanity by the second. Even his appearance was becoming more horrible, the red coloring on his veins must not have been blood because it was beginning to cover his whole body, at the moment it was blotchy, but Nels knew it would get worse.

Nels continued on with his job, Norman had decided that Nels could be the only person who was safe near radioactive materials, so Norman sent him down to ESU to get their Mutagenic Ray Gun that could apparently merge any two species' genes together.

Nels opened a large steel door, and air whistled out. Nels saw the large Mutagenic Ray Gun and jumped in behind it. Then using all his new strength, he lifted it out of the room and onto the titanium alloy flying device in front of him, better known as the OsCorp Glider.

Nels hopped on next and pressed a button on the glider. Flames blew out the bottom and smoke began to fill the room. The glider rose up into the air and Nels circled around on it, testing the weight to see if it was okay to fly.

Satisfied, Nels flew straight up to the glass ceiling.

"HEY!" Curt yelled from far below, he was out breath from running so fast, but he wasn't about to let anyone steal ESU's greatest invention yet.

Nels turned the glider around to see what was holding him up and too late realized his mistake. Now whoever was down on the ground had seen his face, and indeed Curt had, but he wished he hadn't. Nels' new face was something out of nightmares and it made Curt question his sanity.

Van Adder flew down to Curt, a small device in hand. It held a gas that forced your brain to overlook small details, like facial features. Nels threw it at Curt, who didn't even attempt to dodge it he was so shocked. A dreamy look came over Curt's eyes and he collapsed on the ground, unconscious.

Nels flew off once he saw this and despite how sadistic it was, he let out a small chuckle at the fear he had caused.

**The Next Day. **

**New York. Osborn Residence**

Peter Parker collapsed onto the Osborn couch and let out a massive breath. He was relieved school was over, it just got easier and easier by the day. A couple of seconds later, Harry Osborn crashed next to Peter, he was the spitting image of his dad, Norman, except Harry actually smiled most of the time.

"I agree," said Harry, replying to Peter's breath, "What a bore!" Peter chuckled, it amazed him how someone who surrounded himself by intelligent people could try so little to be like them, but hey, it's a free country, go nuts Peter reasoned.

The pair turned on the turned on the TV for some time wasting, but found a captivating story on the news with a caption 'The Goblin in New York.'

_"…Connors reported a break in at ESU Labs early this morning, saying some kind of goblin like creature attacked the radiation wing of ESU. Although a statement has not been released of what was taken or what took it, we can assume that whatever has done this is a dangerous being and we urge civilians to alert the Authorities immediately if this creature is sighted…"_

Peter stared at the TV for a while, taking in the news. It seemed he wasn't the only person with special abilities in New York after all.

**New York. OsCorp**

"We have a problem," Norman Osborn declared in the underground levels of OsCorp, "Some witness' say that the Goblin was using OsCorp equipment and this makes the media tie this back in to us." Norman finished his explanation to Van Adder, who had just recently been returned to his Goblin state after a reprieve because of his work.

Adder growled, "Your ties," he corrected in his now stuttering English.

Norman glared at the security screens in front of him, but it was meant for the Goblin.

"You need to fix this." Norman stated, emphasizing the you in his sentence, he didn't care if they were his ties, it was Van Adder's mess and Norman didn't take responsibility for others actions, if it was their fault, it was their problem and this was not Norman's bad work.

"You must fix this," he repeated, "And I know how. A shipment is being unloaded today, precious materials, but nothing I can't get more of. Destroy this ship and maybe, just maybe, I'll give you time with your wife."

**Forest Hills. Parker Residence**

Peter leaped through the door and ran straight up to his room, not a moment to waste. After the news story at Harry's house earlier an advertisement had aired that had answered Peter's question as to when he could receive money for his extraordinary gift. A wrestling competition was being held tomorrow night and Peter was ready to join.

He hadn't practiced much, but hey, what could normal guys do to a superhuman. Peter also had the designs for a special project that he hoped he could start and finish, but that was a long shot. Peter finally sat down at his desk and sat his bag on his lap, pulling out red and blue spandex and some rubbery black lines that he had found at a hardware store.

Peter knew that this next part would require skill with sowing, but that was something that Peter had little of, so he would have to wing it. _"All I need is a couple of YouTube tutorials and all will be good,"_ reasoned Peter, turning on his computer.

The competition had offered him lots of money if he won and Peter knew that that was inevitable. He had no doubt that he would win. But he had some doubt of how he would get to the event. Peter guessed that Aunt May and Uncle Ben wouldn't be so ho on the idea of professional wrestling, so a plan would need to be hatched if that money was to become Peter's.

"That sounds fair enough." Aunt May said, accepting Peter's excuse.

"Yeah, sure, I'll even drive you into town." Uncle Ben agreed.

Peter looked at the pair, he was probably one of the only teenagers in his school that could pull off school tutorials as an excuse. Peter had asked his aunt and uncle if he could travel to Midtown library to help Harry Osborn with his math assignment and being the kid he was, Aunt May and Uncle Ben readily agreed to this.

"You don't need to drive me their Uncle Ben, I'll just walk after school, but I'd appreciate a lift home," Peter said, hoping that he would get the response he wanted.

"No problem kiddo," Uncle Ben replied as Peter's mouth morphed into a big smile, "You know, I'm glad that your helping Harry with his schooling, you know my saying, with great power comes great responsibility, and I think your think your living up to it. Good for you!" Uncle Ben said praising Peter and patting him on the back.

"You guys are really great, you know that?" Peter said, smiling up at them, but a guilty voice in his head said, _"And, you're manipulating them, using your great power to win money."_ Peter pushed that thought aside with another, _"But I'll be giving them the money, so I'm doing this for a good cause, right?"_ Peter shook himself out of thought and raced back to his room, stuffing his costume into his school bag for easy access once the time for wrestling came about.

**New York. Midtown High**

Peter had just about done it. He had almost made the full day of school without completely drifting off to thoughts about the wrestling match tonight. But it was about a minute until the end of school and Peter was in math, arguably his easiest class, so his focus was a little off.

"PETER PARKER!" The teacher yelled his name, Peter looked around, everyone was laughing. Harry leaned over to his friend.

"Dude, that's third time he's called your name, you'd better answer."Harry warned him.

Peter looked at the whiteboard at the front of the class, the equation was a simple one and Peter knew the answer, "X equals 47-2Y and Y equals 11 so X equals 25 sir." Peter answered lazily.

A couple of people in the class gave him a small cheer for the quick save, others just gave him a 'Well played' look and the teacher, while still angry, looked impressed. "Well done Mr Parker, but next time do pay attention." The teacher said, turning back to the whiteboard.

"Yes sir!" Said Peter and Harry next to him saluted the teacher, making Peter laugh.

**New York. OsCorp's Private Pier**

Morris Bench sat down on the edge of the large shipping container, laughing and talking with the other crew members. He was a medium height Caucasian man with short brown hair and light brown eyes. The crew was currently talking about on late night escapade they had had in Switzerland.

"… Then I said, 'I have no idea what you're talking about mister, but it sounds like a riot!" One crew member said, finishing the joke.

All the others laughed. Morris stopped laughing first though, as something seemed off to him, he couldn't quite put his finger on it, but it almost smelt like smoke.

"Do you guys smell smoke?" Morris asked.

Everybody shook their head momentarily before sniffing and then nodding their heads. They all looked around, but it was Morris who found the problem.

"OH shit," He yelled. Morris Bench had just spotted the Goblin hovering over the ship.

Goblin had changed since his last appearance, he now was almost completely red skinned, he now wore a black cloak and large black shorts that were ripped at the ends.

He now truly looked like a monster and Van Adder could feel the beast growing in him, he was restrained to only a few words and he could only focus one task at a time, at this very moment, the task was destroying the ship.

The Goblin jumped on the first man he saw and threw him into a wall, then he leapt from crew member to crew member, ripping them up with his sharp talon like nails. Morris watched all this from behind a crate.

"I have to do some… Is he talking to someone?" Morris thought, noticing the Goblin pause and almost listen to a voice in his ear. Morris had to get the ear piece, one; to leave the Goblin at a disadvantage and two; to find out who the boss was.

Looking around and finding nothing, Morris used his keys to open up a transport crate. Inside were hundreds of golf balls, with about twenty to a bag. Morris picked up two bags and ran out to the open area of the ship.

"YO UGLY!" Morris yelled, swiping at the Goblin's face with a golf ball bag. The hit hardly did anything to the Goblin's health, but Morris did see the ear-piece fall out and onto the ground. Morris ran and picked it up, then escaped while fitting it in his own ear.

There was no sound for about half a minute, before a voice came over the radio, "You made a big mistake just then," Norman Osborn said, "You just made yourself a target." Morris noted the fuming red Goblin staggering over to him.

"Goodbye, Mr Bench." Osborn finished.

Bench tried to stand, but fear had him paralyzed. The Goblin continued to advance while pulling out some sort of metal device. Morris watched in horror as the Goblin threw the device and it began to explode, the shockwave knocking Morris over the edge of the boat and into the water.

Before passing out, Morris realized something, "That was Norman Osborn who I spoke to." And Bench thought nothing else as the water filled his body and he became buried in other materials that were lying on the ocean floor.

**New York. Wrestling Complex**

Peter stood outside the massive venue and took a deep breath. He was about to take a massive risk by competing in this competition.

Peter was beginning to have second thoughts about this as an outdoor screen showed of the contestants and Peter swore they could've eaten three whole cows for breakfast each. "Maybe normal guys can do something to a superhuman." He thought, but Peter hoped that this was just last minute nerves and continued onto the wrestler's preparation area.

Upon arriving into the locker area, Peter made sure that no-one was watching and slid into a bathroom, he wanted no-one to have any idea who he was or else he assumed that camera's would follow him wherever he went.

Peter pulled out his costume and began slipping it on. It covered his full body so no part of him could be seen. It was made thin enough that Peter's hands and feet would still stick to the wall and it was breathing, so he wouldn't sweat all over the place.

Peter finished putting on the final 'boot' of his suit and looked at himself in the mirror. The costume had a red mask with two one way lenses for eyes and some of the black rubber tubing for a web like pattern. His torso was also red and covered in black webbing with a black spider motif in the middle that's legs reached about three centimeters up and down his chest and stomach respectively.

His sides and back was covered in dark blue spandex that had no pattern on it, and the sides of blue stretched out on his underarm to the start of his forearm, at which point the costume became red spandex with web pattern on his hands.

His legs were all blue except for the boots, which were red and webby just like the rest of his costume.

Peter felt himself smile at his work, he'd done a pretty good job considering the skill and time he had available. He had even come up with a name for himself, the Amazing Spider-man. He thought it suited his situation well.

* * *

Peter walked up to the line of hopeful wrestlers, there was about six people ahead of him, a few looked beefed up, while others looked like Peter had before gaining his, so called, spider powers.

An official looking man walked up to Peter and studied his outfit and stature. "You look a little young to be taking on pro wrestlers, kid." The man exclaimed, Peter stared at him.

"I can still take him." Peter replied, reinforcing his confidence.

"Sure, kid, whatever you say. Anyways, what do we call you?"

"The Amazing Spider-man!" Peter declared.

The man wrote this down and walked off to the rest of the line.

* * *

Time went on and more competitors got annihilated by the Crusher, the opponent that the challengers had to face. Peter became increasingly nervous as his turn drew closer and closer until finally, he was next.

Peter walked up to the cage and waited for the official to show him in. The official's timer beeped and Peter walked inside. The crowd began to chuckle and whisper at the size of the last contestant. Peter looked like a mouse standing before Crusher.

"LADIES AND GENTLEMEN, PREPARE FOR THE LAST CHALLENGER, THE AMAZING…SPIDER-MAN!" Called out the Official to the crowd.

Everyone cheered as a bell sounded and the fighters began to circle each other.

Crusher let out a laugh, "An easy win!" He boasted to Peter, then he charged.

Peter felt the tingling in his head and stepped to the right, avoiding Crusher easily.

"Missed me," Peter pointed out, Crusher snarled and charged again, this time throwing a punch with each step he took.

Once again being warned by his spider sense, as he called it, Peter dodged every punch, taunting Crusher each time. "Missed again," punch, "And again," punch, "Another miss," punch, "Jeez, how did you ever win?" Crusher roared in anger and charged at Peter again.

Peter just yawned and dodged the punch Matrix style, then, while in a bridge position, he launched his legs at Crusher's face, knocking the bigger man out in one blow. The crowd began cheering, "Spidey, Spidey, Spidey!" They all pumped their fists in the air, whooping and screaming the whole time. Peter raised his arms above his head and turned in a 360, taking in the whole experience as his picture was displayed on the large screen and the line read "WINNER…THE AMAZING SPIDER-MAN."

Peter was ushered out of the ring by the manger of the night, "Follow me kid and I'll get you your money." The manager said.

Peter nodded and followed the man down the same hall he had walked up to the fight and went down to the locker area. The man shuffled behind a counter and pulled out a large box of money and from that he pulled a few stacks of money, handing them to Peter.

Peter counted the money and frowned under his mask, "The ad said 500," Peter pointed out, the man was doing something beneath the counter, but Peter could still hear him, "So?"

"There's only 250 here, where's the other half?" Peter was left in silence for a moment before the man popped up from the counter with a contract. He dusted it off and pushed it towards Peter and handed him a pen.

"Just sign these contracts and fill out the forms and you can have the rest. It's a package deal." The man explained.

Peter felt anger boil up inside of him, _"So this guy thinks I'm just going to reveal myself to him, just for money? What the hell?"_ Peter thought, then he spoke his biggest concern, "That wasn't a term I knew of." Peter said.

The man shrugged, "Hey, kid, is it my fault you didn't read the small text at the bottom of the screen?" He asked rhetorically.

Peter turned around and grabbed his bag to leave, "This is the biggest scam I've ever witnessed." Peter stated.

The manager chuckled, "Life's a bitch, hey buddy?" He said.

This made Peter even angrier and he huffed off to the elevator. He would just go home and forget this even happened.

"HEY, YOU CAN'T TAKE THAT!" The manager yelled, Peter turned around frustrated and wondering what was up now, instead, Peter saw a man running away with a bag full of money and the box of money left empty.

The burglar ran past Peter, "HEY KID, HELP ME OUT, WOULD'YA?" The manager asked Peter, but instead of helping, Peter just stepped aside and let the man go through. "Thanks kid." The burglar said, giving Peter a nod, he had messy red hair that stuck out in places and a small scar above his right eye. Peter didn't nod back, but he stared at the guy.

The manager, who had tried to follow the burglar, stopped and began panting on his hands and knees, "What the fuck kid? Why didn't you stop him?" The manager asked, alluding to the events that had just transpired.

Peter shrugged and walked up to the re-opened elevator, "Life's a bitch, eh?" He said, turning the phrase around as the elevator doors closed in front of him.

* * *

As the elevator continued upwards, Peter brooded over his current situation. He felt more than a little angry at the way he had also been manipulated, but somewhere in his head, a voice was yelling out, _"Great power and great responsibility."_ Sure, Peter could've stopped the thief, but some people deserved events that happened to them and the robbery of that manager was definitely one of those times.

The elevator dinged and Peter stepped out, crossing over to the library to keep up the act that that is where he had been all night.

**Later **

**New York. Outside the Library**

Peter saw Uncle Ben waiting out by his car and smiled. His Aunt and Uncle were so good to him and he promised himself that he would make it to them about this lying, but for now he would just focus on being grateful for their many services.

Peter was walking towards the car, all of his anger melting away at the smiling face of his Uncle who had just seen him when it happened.

"Move out the way, old timer!" A thief called out.

Uncle Ben looked at the thief just as he was pushed over. Uncle Ben got up, trying to help the person that the thief was holding at gunpoint. Ben threw a punch, but the young thief easily dodged it.

He did not, however, dodge the tackle by Uncle Ben, the pair falling to the ground in a tussle.

Peter was sprinting, using all of his spider powers, to close the gap, but he wasn't going to make it.

Uncle Ben continued wrestling with the thief, desperately trying to knock the gun away, but the thief had a strong grip. Raising the gun slightly, the thief tried to pull the trigger and everything seemed to go in slow motion for Peter.

BLAM!

The shot fired and Peter skidded to a stop, his Uncle collapsed to the ground and the thief disappeared, driving the car with the hostage away.

Peter kicked back into action and ran to Uncle Ben, skidding to a halt on his knees. Uncle Ben was breathing hard, but not as hard as Peter, who put his hands to his uncle's stomach in a desperate attempt to stop the blood flow.

Peter felt his Uncle was still breathing, "I'll get you to the hospital," he said, "SOMEONE CALL AN AMBULANCE!" He screamed, "PLEASE!" He cried, but even as he said it, Peter knew it was futile.

His uncle was continued to convulse under his hands, but he still had time to talk to Peter. "Peter, Peter, l…listen to me. Ok?" Ben asked and Peter nodded, "I kno…I know that you…were wrest…wrestling tonight." Peter felt the tears pouring through even faster as he realized his last request from his Uncle was based on a lie, "I…I'm Sorry!" Peter gasped, Uncle Ben shook his head.

"Don't be. Peter…I'm s…sure you had a good…reason and I'm gl…glad you have a…a…a talent…but you must remem…remember….with great pow…power….there must…also come great…responsibility," Peter nodded once again, trying to apply pressure and hope, but both were slipping, "You can be so…so much more…use your powers t…to help people. Use Spi…Spider-man for go…good, help oth…others…not just your…self, Ok?" Uncle Ben said, Peter nodded, "Y…Yeah."

"Good," Uncle Ben said, getting weaker, "And Peter, never forget this, you are my so…son and I will always love y…you. Say, goo…goodbye to you…your Aunt for m…me."

Peter cried harder, "IloveyoutoUncleBen." Peter replied, his words coming out as a garbled mess.

Peter felt his Uncle stop breathing, "No, no, no," he whispered, then he began yelling "Uncle Ben, Uncle Ben. Oh god no…no." People crowded around the scene, some calling an ambulance, some watching, shell shocked and others crying at the scene that just unfolded.

Peter laid Uncle Ben down and sat next to him and just cried, he let it all flow out, every tear that had been building up over the years flowed out as Peter felt his life begin to collapse around him.

**Forest Hills. Parker Residence**

The police had just left the house, having reported the murder to Aunt May. The house was silent except for the sounds of Aunt May and Peter's sobbing.

Aunt May turned to Peter, "What did Ben say?" She asked. Peter had told her how he had seen the crime happen when he emerged from the library.

"He said he loved us and that I need to look after you." Peter explained, telling most of the truth and exchanging Aunt May for New Yorkers. Aunt May let out a weak smile, "Just like your Uncle, thinking of others at a time like that." She said, Peter smiled too, but his smile was soon wiped off his face as he saw the news.

_"…Police have cornered suspected murderer, armed burglar and car thief Cletus Kasady in an abandoned warehouse downtown. Kasady is also wanted for a string of murders, the most recent of which are that of his hostage, Michele Gonzales and local electrician Benjamin Parker. The police are bargaining with Kasady now, but there isn't much hope of capturing a madman like this…"_

Peter got up abruptly and went to his room, his Aunt went to get him but decided against that, "He just needs time." She thought.

* * *

In his room, Peter picked up his bag and shook out his Spiderman costume. Pulling it on, Peter prepared to leave the house, before remembering his special project.

He rushed over to his drawer and pulled out to metallic wrist gauntlets. Then he pulled out two tubes of a quick drying and sticky web simulating liquid.

Peter placed the gauntlets on his wrist and the tubes in the gauntlets, then he pressed down on a button in his palm, quickly tapping twice and activating the web shooters, as he called them. A web shot out across the room and became taught.

A small blade protruding from the shooters cut the web off the shooters and Peter smiled, his inventions worked!

Peter leapt to his bedroom window, completely clothed as Spider-man except for his mask. Peter made a silent promise to his Uncle, _"I will use this power responsibly Uncle Ben. I will get justice for your murder." _

Peter then pulled on his mask, stuck out a hand and made the hand shape that would produce his webbing (his ring and middle finger bent down, and his thumb, pinky and index finger stretched outwards) and he swung off towards the warehouse, towards his destiny.

* * *

**So there you have it, chapter 2 finished. What did you think, too long, too short, good, horrible. I'll take any feedback.**

**So, to talk over the issue. We get Cletus Kasady as the murderer of Uncle Ben. A slightly changed Cletus Kasady, but Kasady all the same. He's still a maniac, but he thinks his plans through a bit more this time, more of a sociopath then a psychopath.**

**Some bigger comic fans may have also noticed my small reference to Peter's room-mate for a time, Michele Gonzales. Sure she died, but it was a fun little nod to include.**

**And finally, Morris Bench falling into unknown materials under-water. I've set it up, when will it happen. And Curt Connors has some Lizard formula's ready to go, I'm preparing for a universe, not a story.**

**Anyway, read, review and tune in next time for Origins PART 3.**

**P.S. Thanks to Brad Hall, theshow07 and bookwormrdd for following and another thanks to bookwormrdd favoriting as well.**

* * *

Next Issue: In Peter's wrecked life, will a man emerge from the rubble and protect the city, or will a boy be devoured by the darkness inside of him?


	3. Origins PART 3

**I'm just gonna do the usual. Sorry if it's sloppy. I own nothing. R&R**

**Also, thanks to cabrera1234 for favoriting and following and whoever added me to the community The FanFiction Expedition-All Things Fiction.**

**Issue 3: **Origins PART 3

**Cover: **Thugs are caught in a web, in the background Spiderman is swinging away and in the foreground, cops are saying, "Look! It's Spiderman."

* * *

**New York. Abandoned Warehouse**

Police Captain George Stacy pulled out his megaphone for the fifth time and once again tried to get Cletus Kasady's attention.

"KASADY, THIS IS YOUR LAST WARNING, SURRENDER NOW OR WE WILL BE FORCED TO TAKE OFFENSIVE MEASURES!" Stacy shouted.

Captain Stacy heard an eerie chuckle come through Kasady's own megaphone. "haha…ha…ha," The officers glanced warily around at each other, not sure what would come next, but Kasady answered in growl, "Go ahead…Make my day." Captain Stacy squeezed the bridge of his nose with his forefinger and signaled for a radio to be handed to him.

Pressing down the button the side, Stacy began handing out careful to the Taskforce Group currently under his control. "Team A, I want you entering through the side. Team B, through the back. Heavy Team, I want you stationed out the front and men on the roof of building 21, sniper rifles at the ready. Understood?" Stacy ordered.

A series of 'Yes Sirs' came through, indicating that Stacy's team was ready.

One of Stacy's best officers, Patrick Mulligan, walked up to him. Stacy ignored him for a second and went on his business, but eventually turned his head. "What do you want Mulligan?" Stacy asked.

Patrick spoke up immediately, his question burning through his mind. "Why are we going to so much effort for one guy?" he asked, then added, "Sir."

"Mulligan, if you knew what Cletus Kasady was capable of, you'd be worried to." Stacy replied.

* * *

The six men in Team A continued up to the roof, as quietly as possible. They knew who Cletus Kasady was and what might happen if he got backed into a corner. The men stopped at the top of stairs and waited for more orders. They reported over the radio that they were in position and with short intermissions, so did the other teams. Then they had to wait for their orders.

"OK, Team A and B, on my mark, enter the building, weapons loaded. Heavy team, I want you shooting knockout gas up there. I'll announce the snipers."

The leader of Team A replied with another 'Yes Sir' and waited for the mark. "3…2…1…Mar…THWIPP…TWIPPTHWIPP…TWIPPTHIPPTHWIPP."

Team A looked startled as the weird noise came over the radio. "Captain Stacy, is everything ok down there?" The leader asked. He heard Stacy yelling something back and nodded, then he relayed the information to his team. "We go in now, Kasady has company!" He said and the men all loaded their guns. The tried to push open the door, but it was jammed. He tried using his gun to dislodge, but it was no use. Pushing with his shoulder got the door open a fraction and to the leader's amazement, some kind of webbing was gluing the door shut.

* * *

Spiderman landed on the roof behind some boxes as quietly as he could, trying to keep the element of surprise. He'd already delayed the police's attack, which he felt a little guilty for, but he ignored the guilt and pushed on with his task.

_"Gotta ki…stop Kasady." _Peter thought, reminding himself that he would not kill…maybe.

Spider-man crept around the roof, using whatever objects he could find as cover; boxes, beams and sandbags, anything to keep Peter in the driver's seat of this situation.

Unfortunately, Kasady was very good at sneaking around and knew that he was not alone. He turned around and walked slowly over to the back edge of the roof, searching the many positions the intruder could be hiding at.

"Come out, Come out whoever you are." He cackled.

Peter knew that he had to keep himself hidden, but he needed answers.

"What's your problem Kasady?" Spider-man asked.

Cletus walked over to where Peter was hiding, but the masked man was gone, off in another spot.

"Do you have a thing for death, huh? Do you enjoy killing young women and old men? 'Cause that's really wrong." Peter exclaimed.

Kasady growled and ran over to the voice, but was again met by shadows and an empty space as Spider-man continued with his 'game'.

"You don't understand death, do you? It's beautiful, ya know that?" Kasady exclaimed crazily, getting angrier by the minute.

"You're out of your mind, and you made a big mistake killing Ben Parker tonight." Spiderman warned him. Kasady just smiled, "Who are you then, his son, maybe a grandkid. Listen pal, I wasn't gonna kill him, but the old fart got in the way of the plan, and when you mess with the plan, everything goes out of wack, so I had ta kill him. Make sure people get the message." Kasady explained.

Spiderman began to shake with rage, this man was certifiable and he had never been caught, well that ended tonight.

"The only message people are going to get is that CLETUS KASADY IS DEAD." Peter screamed, leaping out of the shadows and grabbing Kasady. He shoved him against a wall and punched him in the face repeatedly.

After about five punches he stopped, catching his breath. Kasady began to laugh, "Hey, your that wrestler who let me escape, thanks kid." Cletus said, referencing his praise from back in the complex.

Peter gasped, it was the robber who he'd ignored, that meant… "Im gonna tell you a secret kid," Cletus whispered, "You coulda stopped me, your power here showed that, so you wanna know why the man died. It's because of you!" Cletus exclaimed.

That was the final straw, Peter snapped at that moment and threw Kasady into a window, shattering the glass and leaving the murderer clinging for his life.

Spiderman grabbed Kasady by his jumper and pulled criminal up so his eyes were staring into the blank white lenses. "You're going to hit the pavement so hard, the police won't even know you were human." Peter threatened.

He lifted Cletus a little higher and prepared to throw him down the building, but a blinding light behind Peter stopped him.

Webbing Cletus to the side of the building, Peter wandered over to the light, but stopped dead in his tracks when he saw who emerged. "Uncle Ben?" Peter exclaimed, his jaw dropping.

Peter ran over to his Uncle and hugged him, "I'm so sorry Uncle Ben, I couldn't get there in time and I let Cletus go and murder you and it's all my fault…" Peter would've rambled on with apologies all night but he was stopped by his uncle.

"Pete, you don't need to worry, but you do need to listen." Ben advised and Peter nodded, so he continued, "You can't kill Cletus Kasady." Ben stated. Peter began to disagree but Ben spoke over him. "If you kill him that makes you no worse than him and you're a better person. Be the bigger man... Promise me something Peter," Ben began.

"Anything," Peter said.

"When you're around, no-one dies, no-one. Do you promise?" Ben asked.

Peter nodded and Ben simled, "Good, good. See you around son." Peter smiled back as his Uncle faded back into the light. Then he turned on Kasady and un-webbed him.

"Are you ready scum?" Peter snarled.

Kasady just laughed, "Go ahead, I welcome Death's cold embrace." He said.

"Good," Peter whispered, dropping Kasady off the roof.

Kasady began to fall and pick up speed, but instead of screaming like any normal man, he began to laugh maniacally. The policemen tried to get out an air mattress, but they knew it was too late.

THWIPP, THWIPP THWIPP!

The same noise from the start of the evening resounded everywhere as Spider-man shot out cocoon made of webbing that caught Kasady in midair.

Peter dropped down on a web-line and hung next to Kasady whispering, "Because I'd hate to please you."

**A Week Later New York. Midtown High**

Peter sat at a table alone, Harry was away sick today and Rand was sitting with the jocks, so it was just him today. If he wasn't so upset he probably would've sat with the other smart kids, but right now he needed some alone time. Fate had other plans.

Peter heard the sound of a lunch tray being put down and looked up. The person was a girl. She had long blonde hair and fair skin, looked about Peter's age and wore a black top with an olive green coat covering it, she also had a blue skirt and black knee length boots with a black headband.

The girl stared back at Peter for a while before introducing herself.

"Hi, I'm Gwen Stacy." She said while smiling, extending her hand.

Peter wearily put forth his own hand, "Peter Parker, nice to meet you,' He replied, putting forth every ounce of strength he had so he could seem interested, when really, he just wanted to go back to pushing his mashed potato around the plate.

Gwen seemed to be content with this small greeting and went back to her own food. It was at this point that Peter realized he'd never seen this woman before in his whole schooling career. So of course, his interest level rose. "Are you new? I don't think I've ever seen you." Peter asked.

Gwen stopped eating and swallowed, then replied, "I came here on an academic scholarship, just finished moving from over the other side of town. I actually changed schools because my dad's the NYPD police captain and here is much closer to his work."

Peter knew who she was talking about, Captain George Stacy had reported the news of Ben's death to Aunt May and had given Peter a ride home from the wrestling complex.

Gwen also seemed to recognize something about this boy, the name striking a bell in her head, "Oh my god, my dad was the officer on your Uncle's murder!" She exclaimed and then gasped, "Oh, I'm so sorry for mentioning that," then she cursed under her breath, "what the hell's wrong with me."

Peter caught this with his spider sense and quickly fixed the now awkward situation, "Don't worry," he assured her, "Hey, um…Do you want me to show you around the school this lunch?" He offered.

Gwen smiled, she didn't know what it was but something about this Peter Parker made her feel alive and happy. "Thank you, that sounds great."

**New York. OsCorp Private Docks**

Morris Bench stood up, he had no idea where he was. All he knew was how he had gotten there. After being pushed over the side of the boat by Norman Osborn's personal monster and landing in the precious metal, he had felt the radiation permeating his cells. The water around him had begun to pull in towards him and he had been trapped while the horrors happened.

He felt the water seeping into him. It was very painful as the liquid and radiation melded into one and re-wrote his DNA. He had been writhing and screaming, yet no-one could help him.

Suddenly it had stopped, it was at this stage that Morris had passed out and that brought him to the present, stranded somewhere on a beach with hundreds of tons water in his system and nowhere to go.

But Morris had a plan, he had an idea. Sure, he had no real battle formula, but he had an insatiable hunger for revenge. Revenge on the monster that had put him through the pain. He would take down everything Norman Osborn. Morris was going to destroy OsCorp. Even if it was one man at a time.

** New York. Many, Many Streets**

Spider-man swung over the New Yorkers on a web-line and for the first time, he enjoyed it. "WOOHOO!" He shouted, front flipping before shooting a line and swing through the streets, "OH YEAH!" Spider-man continued yelling and swinging, all the while thinking about his week.

Since the Kasady problem, Peter had been non-stop thwarting criminals and he had formed a new friendship with Gwen Stacy, so all-in-all, Peter was pretty happy.

BRRRRING!

An alarm to Spider-man's left went off. Looking in the general direction, Peter used his spider sense to locate it perfectly. Changing course, Spidey swung off to fulfill one of his promises to Uncle Ben, he would be the hero that this city needed.

**New York. One of Many Banks**

Dmitri Smerdyakov frowned and growled, hating this game he was playing, he hated being out in the open like this, it went against every lesson he'd ever been taught, but he swallowed his pride, this was necessary. They had to know for certain.

Dmitri turned to the men joining him in this fake heist, William Baker and Aleksei Sytsevich. The pair had worked together more than once and had been chosen for that reason, they needed a team not a group and they needed a team so that if the so called Spider-man did show up, they could test him and see whether he was real, or just some idiot in spandex.

For the past week, criminals had been going to the police in webs and it was rumored that the man who had recently won the wrestling tournament was now fighting crime. Of course, only a few people knew that he was at the wrestling so only about 150 people knew what he looked like. Hopefully Dmitri and his people would now know what this Spider-man was.

* * *

Spiderman landed on the wall of the bank and crawled downwards, looking for a window he could open. The crime was currently situated on the second floor of the building where the private bank operated, so Peter tried to get close to that area.

For the past week as Spiderman he had been playing the role of a vigilante and saving people's lives, but he didn't really know how to fight, so he mostly relied on using his mind to use his surroundings. He was sure that that wouldn't last long and he supposed he would need a coach soon, but not yet.

Peter finally found a window and crawled inside, using his adhesive abilities to cling to the ceiling. He crawled all the way over to the 1st floor stair case and wandered on upwards. Upon reaching his destination, Spider-man was greeted by three thugs with automatic guns and other assorted weapons at their disposal.

Spider-man slapped his forehead, feigning embarrassment, "Oh man, look at me, I appear to have walked right into a trap," Peter said in a sarcastic voice, "Where's Admiral Ackbar when you need him?"

Two of the thugs descended on Peter slowly, like they were trying to calculate him. In actual fact, William and Aleksei would have happily smashed him up in a second but the orders said they can't. Large amounts of money can make people do strange things.

Spider-man shot a web at Aleksei, deciding he would take out the larger one first, and pulled him in towards him. Peter then webbed his hands together and almost got his legs when the ringing in Peter's head returned and he ducked, dodging the butt of Baker's gun.

"What the fu.." Baker began when webbing covered his mouth.

"Uh uh uh, let's keep it PG-13." Spiderman quipped.

Spider-man then swung down low and kicked his feet from under him, landing the brute on his rear and wrapping him up from head to toe in webs, leaving only his face remaining.

Sytsevich had begun charging at the hero again, this time with his finger pulling down on the trigger. Bullets sprayed at Spider-man forcing the hero into action as he struggled to avoid the rapidly approaching projectiles. He jumped upwards to the roof, and then bounced off the wall and landed on the ground, bending in all directions Matrix style so he would survive the onslaught.

Once the barrage of bullets stopped, Spiderman sprayed some webbing in Aleksei's eyes, blocking his vision. He then proceeded to completely web up the second thug.

Rounding on the last one, who had taken to sitting in a big red lounge chair. Peter rounded on him. "So, are you the big boss?" Peter asked, "Have I become so famous that the boss wants to meet me?"

Dmitri smirked, "No, but I am here for the boss Spider-man. He wants us to test you and, if you are a threat, to kill you." Dmitri explained.

If Spider-man's face could be seen, Dmitri would've noticed the massive jaw drop on Peter's face. Peter shook his head and raised his hands, readying his web shooters to bind Dmitri, but the Russian criminal anticipated it and threw a device at Peter, who looked at it in surprise.

"You don't actually fight much, suggesting you really can't, therefore I am disabling your only weapon." Dmitri informed Spidey as he pressed a button on a remote.

Spider-man suddenly collapsed to the ground as an electric pulse coursed through his body, breaking his web shooters. Getting up shakily and smoking a little, Spiderman stumbled around a little before shaking his head and waving his arms in a sign of disagreement.

"So not cool dude, do you know how much these cost?" He asked incredulously.

Dmitri chuckled, "Your jokes are amusing, a front to reinforce confidence. It distracts you." He said, then attacked fist's first.

Spiderman dodged his swinging attacks but missed his foot, which connected squarely with the hero's chest. Dmitri jumped into a flying kick towards Spiderman, whose spider sense alerted him and he dodged accordingly.

Dmitri landed and pulled out a knife, twirling in his hand, "You are fast, but you fail to act!" He said, emphasizing act as he attacked the hero.

Spiderman dodged the knife and when it came back around he used his super reflexes to knock it onto the floor, right of reach of the mercenary.

Dmitri's next weapons were twin pistols. Shooting one gun at a time he advanced on Spiderman, but upon seeing the failure of this tactic he began with more drastic measures. Jumping forward, he shot the guns at the same in different directions, but Spiderman was up to the task, dodging every bullet.

Once Dmitri ran out of bullets, Peter decided he needed to take action and he threw a sloppy punch. Delighted that some physical combat was finally taking place, Dmitri began blocking and returning punches. Although weaker, he was much more skilled then Peter and the mercenary quickly won the battle, a powerful kick launching the hero down the stairs.

Spiderman lay on the ground for a while. Even he couldn't withstand 50 plus marble stairs with no carpet.

Standing up groggily, Peter began to stumble up the stairs, but stopped when he noticed a small metallic orb rolling down to him.

Upon closer examination, Peter came to the conclusion that it was a grenade. "_WAIT, A GRENADE…A GRENADE!" _He thought, finally realizing what a grenade was.

Throwing it back up the stairs, Peter leapt out the way using all his spider strength, to propel him.

BOOOM!

Parts of the bank's top floor began to crumble as the grenade went off, hurling those parts away. Peter didn't know much about weapons, but he was pretty sure that that was no ordinary grenade.

Peter got to the top building and began looking for the man who had attacked him, but he had disappeared, completely gone and although it made him feel guilty, Peter felt an inkling of hope that the man might be dead.

* * *

Peter walked back outside and there was a crowd of people waiting for him. Smiling, Peter realized what they were here for. "No need to worry guys, I got the bad guy. Spiderman has saved the day!" He proclaimed.

A middle aged woman walked up to him, "SAVED THE DAY? ARE YOU KIDDING ME JERK. YOU JUST COST THE CITY, AND MOST LIKELY US TAX PAYERS, THOUSANDS OF DOLLARS IN REPAIRS." She yelled angrily.

A frustrated Peter yelled back, "WHAT THE HE… LADY, THERE WAS A GUN TOTING PYSCHO IN THERE WHO JUST HAPPENED TO THROW A BOMB AT ME."

The woman turned around, "See that, he's placing the blame on others," she said to the crowd, who agreed and began yelling nasty things at Spider-man.

He shook his head, looking down and then leaping away, "I don't have to take this." He said just before he went out of earshot.

**New York. Midtown High**

Peter finally found himself at school and surrounded by friends. Harry was back and Gwen was now a permanent friend so they were sort of a group, much to annoyance of a certain footballer.

Flash walked up behind them and leaned in next to Gwen. "You know Gwen, instead of sitting with those bozos," he said, pointing at Peter and Harry, "How about you join us and be with real people instead of these pathetic excuses for humans, actually I can't say that…It's mean to all humans." He began to laugh. Everyone knew he had a massive thing for Gwen and after a week of this non-stop nagging from Flash, Gwen looked like she was ready to completely demolish him but Peter gave her the, "I'll handle him," look.

"Wow Flash, I didn't know Gorilla-Elephants could speak." Peter threw back at his nemesis.

Flash picked Peter up by the shoulders of his shirt and lifted him onto the table. Peter knew what was coming next and he was sort of looking forward to the fight. A week of non-stop saving lives and being hated for it was about to be unloaded on Flash's face.

Flash then flung Peter onto the ground and began kicking him, Peter didn't feel much pain, but he felt enough to know that Flash was not holding back.

Peter let a few more kicks fly into him and then he grabbed Flash's foot and tripped the bully so they were both lying on the ground.

Jumping up, the two began to circle each other as a massive crowd of kids gathered around to catch a glimpse of the fight.

Just as the two were about to charge at each other, a teacher walked through the crowd and up to Peter. "Mr. Parker, I hope you're not too busy here, we have a man who is requesting your presence." The teacher informed him, Peter didn't really know who he was but from the way he talked, Peter guessed he taught drama.

"Of course sir, I'll be right with you." Peter informed the teacher.

As he walked past Flash he was quietly told, "You got lucky, Parker."

Peter smiled back and whispered, "Same deal, Eugene," referring to Flash's lesser used actual name.

Flash looked ready to burst at this insult but was held back from attacking by Rand. "Not now bro, let it go."

* * *

Peter sat at the door of the office and wondered who was inside, it had to be someone important considering everything that was happening in his life at the moment, maybe Norman Osborn or Captain Stacy or Dr Curt Connors or…

Peter was taken out of thought by the door opening and the principal walking up to him and saying, "You can come in now, Mr. Parker."

Peter entered the room and saw another man sitting in a chair across the room, but Peter didn't focus on him as he saw the principal shutting the door from outside of the room and leaving them alone.

_"It must be someone really important if the principal isn't here for this,"_ Peter thought.

"Have a seat Mr. Parker." The man said.

Peter, still staring at the door and not really concentrating, asked a question as he sat down, "I'm sorry, I don't think I know you, could you give me a a name or something?"

Now looking at the man, Peter saw he was African American, bald and well-built and tall, but his most noticeable feature was a patch, covering his left eye.

He was dressed in a black trench coat with some kind of uniform on underneath. The man finally answered, "I'm Nick Fury, and I'm here, to talk about your out of school activities…Spider-man."

**Epilogue New York. Unknown Location**

Dmitri Smerdyakov sat and tended to his wounds, he had minor burns on his legs, multiple cuts and bruises everywhere and a broken wrist, but he was alive and would be very wealthy very soon.

As he finished up, he picked up his radio. Exactly 24 hours after the heist, enough time that he could get to a safe location and enough time that he could put his talent to good use and become untraceable.

Dmitri spoke, "It is finished, we have full results, but, Sytsevich and Baker have been captured." He informed the other end.

A German voice came through the speaker and replied, "_I do not care of them, they are weak, not like us, undeserving. What of the Spider?" _

Dmitri smirked, "Enhanced strength, agilities, speed, clings to walls and has an early warning system. His only weapons are his web shooters, which produce a strand of sticky goo that he uses for fighting and transport. Also probably thinks I'm dead and has no idea you even exist."

The German voice chuckled as he heard all of this, _"Good work, Dmitri. This news of Spider-man is startling. First the return of my old enemy Captain America and now this vigilante. A new age is dawning, one that will stop revolutionaries like you and me from ushering this world into new eras. Well Dmitri, I have put a stop to this once and it seems I must do it again. With the cosmic cube in my grasp, HYDRA will rise and the Red Skull shall rule again!"_

* * *

**And there you have it folks, the end of Origins and the beginning of something much more sinister. The Red Skull and Chameleon working together? Nothing good can come of that.**

**But Kasady is captured, George Stacy is introduced and SHIELD knows exactly who Spiderman is. Things are heating up and Peter's only been a hero for a week.**

**Anyway, thanks for reading, please review and/or follow and favourite.**

* * *

**Next Time**: SHIELD and Spidey have words! Morris Bench begins his one man war on OsCorp and the Goblin may lose everything that makes him human. All in a days work for the AMAZING SPIDERMAN!


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